GRIFFON CORP — Director's Dealing 2011

Apr 1, 2011

SEC Form 4 — Statement of Changes in Beneficial Ownership

Issuer: GRIFFON CORP (GFF)
CIK: 0000050725
Period of Report: 2011-04-01

Reporting Person: KRAMER RONALD J (Director, CEO & Pres.)

Non-Derivative Transactions

Date	Security	Code	Shares	Price	A/D	Holdings After	Ownership
2011-04-01	Common Stock	F	175000	$13.30	Disposed	2647825	Direct

Holdings (Non-Derivative)

Security	Shares	Ownership
Common Stock	211	Indirect
Common Stock	40298	Indirect

Footnotes

F1: Shares withheld upon vesting of restricted stock to satisfy tax withholding obligations of the reporting person.